SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 1995
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CONTINENTAL MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-15088 51-027965
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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600 WILSON LANE, P.O. BOX 715, MECHANICSBURG, PA 17055
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (717) 790-8300
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of May 23, 1995 (the "Merger Agreement"), by and among Horizon
Healthcare Corporation ("Horizon"), CMS Merger Corporation, a wholly owned
subsidiary of Horizon ("Merger Sub"), and Continental Medical Systems, Inc.
("CMS"), Merger Sub was merged with and into CMS on July 10, 1995 (the
"Merger"). As a result of the Merger, each outstanding share of CMS Common
Stock, par value $.01 per share, was converted into .5397 of one share of
Horizon Common Stock, par value $.001 per share, and CMS became a wholly
owned subsidiary of Horizon. In connection with the Merger, Horizon changed
its name to Horizon/CMS Healthcare Corporation.
For additional information regarding the Merger and the Merger
Agreement, see the Joint Proxy Statement/Prospectus of Horizon and CMS dated
June 6, 1995 and the Joint Proxy Statement/Prospectus Supplement of June 21,
1995, which are incorporated herein by reference.
The Merger Agreement and press release announcing the consummation of
the Merger are filed as Exhibits 2 and 99 hereto, respectively, and are
specifically incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
2 Amended and Restated Agreement and Plan of Merger, dated as of
May 23, 1995, by and among Horizon, Merger Sub and CMS (incorporated
by reference to Exhibit 2.3 to Amendment No. 1 to Horizon's
Registration Statement on Form S-4 filed June 2, 1995
(Registration No. 33-59561)).
99.1 Joint Proxy Statement/Prospectus of Horizon and CMS dated June 6,
1995 (as supplemented by the Joint Proxy Statement/Prospectus
Supplement of June 21, 1995) (incorporated by reference to
Horizon's Registration Statement on Form S-4 (Registration
No. 33-59561)).
99.2 Press Release of Horizon dated July 10, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf of the undersigned, thereunto duly authorized.
CONTINENTAL MEDICAL SYSTEMS, INC.
By: /s/ SCOT SAUDER
____________________________________
Name: Scot Sauder
Title: Secretary and General Counsel
Dated: July 25, 1995
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBITS PAGE NUMBER
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2 Amended and Restated Agreement and Plan of Merger,
dated as of May 23, 1995, by and among Horizon
Healthcare Corporation, CMS Merger Corporation and
Continental Medical Systems, Inc.
99.1 Joint Proxy Statement/Prospectus of Horizon and CMS dated June 6,
1995 (as supplemented by the Joint Proxy Statement/Prospectus
Supplement of June 21, 1995) (incorporated by reference to
Horizon's Registration Statement on Form S-4 (Registration
No. 33-59561)).
99.2 Press Release of Horizon/CMS Healthcare Corporation
dated July 10, 1995.
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